UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported):  February 8, 2010

SMURFIT-STONE CONTAINER CORPORATION

(Exact name of registrant as specified in its charter)

222 North LaSalle Street

Chicago, Illinois 60601

(Address of principal executive offices)  (Zip Code)

(312) 346-6600

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o            Written communications pursuant to Rule 425 under the Securities Act.

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act.

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

Item 8.01.              Other Events.

On February 8, 2010, Smurfit-Stone Container Corporation (the “Company”) provided to certain prospective lenders replacement and supplemental slides to a prior presentation on financial and other matters relating to the Company’s potential emergence from Chapter 11 protection.  Copies of the replacement and supplemental slides are attached hereto as Exhibit 99.1, and a reconciliation of non-GAAP financial information included in the slides is attached hereto as Exhibit 99.2.  The Company is filing this Report on Form 8-K for the sole purpose of updating certain slides in the lender presentation to include actual fourth quarter and full-year financial results, and to provide supplemental analysis reflecting a bridge from fourth quarter 2009 forecast to actual results for the quarter.  The replacement slides update pages 40, 53 and 54 of the lender presentation.  The supplemental slide, titled “EBITDA bridge — 2009 actual to 2009 forecast (4th quarter)”, is a new slide that is a part of the updated lender presentation.

Item 9.01.              Financial Statements and Exhibits.

(d)           Exhibits.

Forward-looking statements

This Current Report on Form 8-K (including the exhibits) may contain forward-looking statements within the meaning of the federal securities laws, including statements regarding the intent, belief or current expectations of the Company and its management which are made with words such as “will,” “expect,” “believe,” and similar words. These forward-looking statements involve a number of risks, uncertainties and other factors, which may cause the actual results to be materially different from those expressed or implied in the forward-looking statements. Important factors that could cause the actual results of operations or financial condition of the Company to differ from expectations include: (i) the Company’s ability to continue as a going concern; (ii) the ability of the Company to operate pursuant to the terms of the Company’s debtor-in-possession credit agreement, as amended; (iii) the Company’s ability to obtain court approval with respect to motions in its Chapter 11 cases; (iv) the ability of the Company to  confirm and consummate the Company’s Plan of Reorganization; (v) the ability of the Company to obtain and maintain normal terms with vendors and service providers; (vi) the Company’s ability to maintain contracts that are critical to its operations; (vii) the potential adverse impact of its Chapter 11 cases on the Company’s liquidity or results of operations; (viii) the ability of the Company to fund and execute its business plan; (ix) the ability of the Company to attract, motivate and/or retain key executives and employees; and (x) other risks and factors regarding the Company described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, as updated from time to time in the Company’s SEC filings. The Company does not intend to review, revise, or update any particular forward-looking statements in light of future events.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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